Nexvet Biopharma (Nasdaq:NVET) today announced the following;
Recommended Acquisition for Cash
by
ZOETIS BELGIUM S.A.
A WHOLLY-OWNED INDIRECT SUBSIDIARY
OF
ZOETIS INC.
of
NEXVET BIOPHARMA PUBLIC LIMITED
COMPANY
to be implemented by means of a scheme of
arrangement under Chapter 1 of Part 9 of the Irish Companies Act
2014
Announcement relating to dispatch of Rule
15 Letter
On April 13, 2017, Nexvet Biopharma plc, a public
limited company incorporated in Ireland ("Nexvet"
or the "Company"), Zoetis Inc.
(“Zoetis”) and its wholly-owned indirect
subsidiary Zoetis Belgium S.A. (“Bidco”) announced
that they had reached agreement on the terms of a recommended
acquisition of Nexvet by Zoetis, through Bidco, whereby Bidco will
acquire all of the issued and to be issued ordinary shares of the
Company (the "Acquisition"). As outlined in
that announcement, the Acquisition is to be implemented by means of
a scheme of arrangement under Chapter 1 of Part 9 of the Irish
Companies Act 2014.
Nexvet, Zoetis and Bidco announced today that in
relation to the Acquisition they have jointly dispatched a letter
to the holders of convertible securities of Nexvet in accordance
with Rule 15 of the Irish Takeover Rules to provide information
regarding how the Acquisition will affect such securities (the
“Rule 15 Letter”).
The Rule 15 Letter is being made available for
inspection on www.nexvet.com and on www.zoetis.com in accordance
with Rule 26 of the Irish Takeover Rules. For the avoidance of
doubt, the content of such websites is not incorporated into, and
does not form part of, this announcement.
Cautionary Statement Regarding Forward
Looking Statements
This announcement may contain forward looking
statements. All statements other than historical facts are
forward looking statements, including statements regarding
anticipated future results, or other non-historical facts.
They may be identified by the words “will”, “may”, “could”,
“would”, “to be”, “might”, “believe”, “anticipate”, “expect”,
“plan”, “estimate”, “forecast”, “future”, “positioned”,
“potential”, “intend”, “continue”, “remain”, “scheduled”,
“outlook”, “set to”, “subject to”, “upcoming”, “target” or similar
expressions. These statements are based on current views,
expectations, estimates and assumptions and are subject to risks
and uncertainties that could cause actual results to differ
materially from those expressed in the forward looking
statements. If one or more of these risks or uncertainties
materialise, or if underlying views, expectations, estimates or
assumptions prove to be incorrect, actual results may differ
materially from those contemplated by a forward looking
statement.
Factors that could cause or contribute to such
differences include, but are not limited to: uncertainties as
to the timing of the Acquisition; uncertainties as to whether
Zoetis or Bidco will be able to consummate the Acquisition;
uncertainties as to whether Nexvet Shareholders will provide the
requisite approvals for the Acquisition on a timely basis, or at
all; the possibility that competing offers will be made; the
possibility that certain conditions to the consummation of the
Acquisition will not be satisfied, including obtaining the
requisite approvals of the Scheme; uncertainties regarding pending
or future litigation challenging the Acquisition, which may seek to
rescind the Scheme or enjoin the consummation of the Acquisition;
the ability to meet expectation regarding the accounting and tax
treatments of the Acquisition; changes in relevant tax and other
Laws or regulations; the integration of Nexvet being more
difficult, time-consuming or costly than expected; the diversion of
Nexvet, Zoetis or Bidco management time and attention to issues
relating to the Acquisition and integration; operating costs,
customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) being greater than
expected following the Acquisition; the scope, timing and outcome
of any ongoing legal proceedings involving Nexvet, Zoetis or Bidco
and the impact of any such proceedings on its financial condition,
results of operations or cash flows; the possibility that costs,
fees, expenses or charges Nexvet, Zoetis or Bidco incur in
connection with the Acquisition are greater than expected; the
possibility that the Scheme may be terminated in circumstances that
require Nexvet to reimburse certain expenses of Zoetis or Bidco;
the ability of Nexvet, Zoetis or Bidco to protect intellectual
property and preserve intellectual property rights; and changes in
the economic and financial conditions of the business of Zoetis or
Nexvet.
In addition, actual future results and other future
circumstances of Nexvet are subject to other risks and
uncertainties that relate more broadly to Nexvet’s business,
including its future results of operations and financial position;
ability to continue as a going concern; its ability to execute its
business strategy, including obtaining successful pivotal study
results, developing its pipeline of product candidates, completing
facilities upgrades, manufacturing its own product candidates,
meeting conditions for the receipt of government grants, making
timely regulatory submissions, and qualifying for conditional
licensure or obtaining product approvals; and those risks and
uncertainties discussed in Nexvet’s most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and other documents on
file with the SEC.
Furthermore, actual future results and other future
circumstances of Zoetis or Bidco are subject to other risks and
uncertainties that relate more broadly to Zoetis’ business. A
further list and description of risks, uncertainties and other
matters can be found in Zoetis’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2016, including the sections thereof
captioned “Forward Looking Statements and Factors That May Affect
Future Results” and “Item 1A. Risk Factors”, in Zoetis’ Quarterly
Reports on Form 10-Q and in Zoetis’ current Reports on Form
8-K.
There may be additional risks that Nexvet, Zoetis
and Bidco do not presently know or currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward looking statements.
Forward looking statements speak only as of the
date on which they are made. Nexvet, Zoetis and Bidco
expressly disclaim any obligation to update or revise any forward
looking statement, except as required by Law.
Important Additional Information about the
Acquisition and Where to Find It
Nexvet, Zoetis and Bidco are parties to a
Transaction Agreement, dated April 13, 2017 (the
“Transaction Agreement”). In connection with the
Acquisition on June 2, 2017, Nexvet filed the Definitive Proxy
Statement with the SEC and on June 6, 2017, began mailing the
Definitive Proxy Statement to Nexvet Shareholders. Nexvet may also
file other documents with the SEC regarding the Acquisition.
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO, CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXVET, THE
ACQUISITON AND RELATED MATTERS. Security holders may obtain free
copies of the Definitive Proxy Statement (including the Scheme
Document) and other documents filed by Nexvet with the SEC at
www.sec.gov. In addition, investors and shareholders may obtain
free copies of the Definitive Proxy Statement (including the Scheme
Document) as well as other documents filed by Nexvet at
www.nexvet.com.
Statements Required by the Irish Takeover
Rules
The Zoetis and Bidco Directors accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the Zoetis and Bidco
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
The Nexvet Directors accept responsibility for the
information contained in this announcement relating to Nexvet. To
the best of the knowledge and belief of the Nexvet Directors (who
have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Evercore Partners International LLP, which is
authorized and regulated in the United Kingdom by the Financial
Conduct Authority, and Evercore Group L.L.C., which is a securities
broker-dealer registered with the U.S. Securities and Exchange
Commission (“SEC”) and subject to regulation by
the SEC and the Financial Industry Regulatory Authority
(“FINRA”) (together with Evercore Partners
International LLP, “Evercore”), are acting as
financial adviser for Nexvet, including for the purposes of Rule 3
of the Takeover Rules, and no one else in connection with the
Acquisition and the other matters referred to in this announcement,
and will not be responsible to anyone other than Nexvet for
providing the protections afforded to clients of Evercore or for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Evercore
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract or in tort, under statute or
otherwise) to any person who is not a client of Evercore in
connection with this announcement, any statement contained therein
or otherwise.
Cowen and Company, LLC (“Cowen”),
which is a securities broker-dealer registered with the SEC and
subject to regulation by the SEC and the FINRA, is acting as
financial adviser for Nexvet and for no one else in connection with
the Acquisition and the other matters referred to in this
announcement, and will not be responsible to anyone other than
Nexvet for providing the protections afforded to clients of Cowen
or for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
This announcement is not intended to, and does not,
constitute or form any part of any offer or invitation, or the
solicitation of an offer, to purchase or otherwise acquire or
subscribe for any securities pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities, in any jurisdiction in contravention of applicable Law.
This announcement does not constitute a prospectus or an equivalent
document.
Rule 8 Dealing Disclosure
Requirements
Under the provisions of Rule 8.3 of the Irish
Takeover Rules, if any person is, or becomes, “interested”
(directly or indirectly) in 1% or more of any class of “relevant
securities” of Nexvet, all “dealings” in any “relevant securities”
of Nexvet (including by means of an option in respect of, or
a derivative referenced to, any such “relevant securities”) must be
publicly disclosed by not later than 3:30 p.m. (Eastern Time) on
the “business day” following the date of the relevant transaction.
This requirement will continue until the date on which the Offer
Period ends. If two or more persons cooperate on the basis of
any agreement, either express or tacit, either oral or written, to
acquire an “interest” in “relevant securities” of Nexvet, they will
be deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover
Rules, all “dealings” in “relevant securities” of Nexvet by Zoetis
or Bidco or by any party acting in concert with any of them, must
also be disclosed by no later than 12 p.m. (Eastern Time) on the
“business day” following the date of the relevant transaction.
A disclosure table, giving details of the companies
in whose “relevant securities” “dealings” should be disclosed, can
be found on the Takeover Panel's website at
www.irishtakeoverpanel.ie.
“Interests in securities” arise, in summary, when a
person has long economic exposure, whether conditional or absolute,
to changes in the price of securities. In particular, a person will
be treated as having an “interest” by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
Terms in quotation marks above are defined in the
Takeover Rules, which can be found on the Irish Takeover Panel's
website www.irishtakeoverpanel.ie.
If you are in any doubt as to whether you are
required to disclose a “dealing” under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020 or fax number +353 1 678 9289.
General
Certain capitalized words used in this announcement
and not herein defined have the meanings given to such words in the
Rule 2.5 Announcement dated April 13, 2017 issued by Nexvet and
Zoetis (the "Rule 2.5 Announcement"). The bases
and sources set out in the Rule 2.5 Announcement have been used in
this announcement, unless otherwise stated or the context otherwise
requires.
A copy of this announcement will be available, free
of charge (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) on the Nexvet website at
www.nexvet.com by no later than midday (ET/New York time) on the
business day following this announcement and throughout the course
of the Acquisition. Neither the contents of the Nexvet website,
Zoetis website, nor the contents of any other website accessible
from hyperlinks are incorporated into, or form part of, this
announcement.
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
About Nexvet
(www.nexvet.com)
Nexvet is a clinical-stage biopharmaceutical
company focused on transforming the therapeutic market for
companion animals, such as dogs and cats, by developing and
commercializing novel, species-specific biologics. Nexvet’s
proprietary PETization™ platform is designed to rapidly design
monoclonal antibodies (mAbs) that are recognized as “self” or
“native” by an animal’s immune system, a property Nexvet refers to
as “100% species-specificity.” Nexvet’s product candidates build
upon the safety and efficacy data from clinically tested human
therapies, thereby reducing clinical risk and development cost.
Nexvet is leveraging diverse global expertise and
incentives to build a vertically integrated biopharmaceutical
company, which conducts drug discovery in Australia, conducts
clinical development in the United States and Europe and conducts
manufacturing in Ireland.
Forward looking statements
This press release contains forward looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Forward looking
statements consist of all statements other than statements of
historical fact, including statements regarding our future results
of operations and financial position, potential acquisition by
Zoetis, ability to access financing on acceptable terms or at all,
results of any current or future pivotal study, future expenditures
relating to our lead product candidates, time for completion of any
of our studies or facilities upgrades, ability to develop our
pipeline of product candidates, business strategy, prospective
products, ability to successfully manufacture our own product
candidates, ability to meet conditions for the receipt of
government grants, time for regulatory submissions or ability to
qualify for conditional licensure or obtain product approvals,
research and development costs, timing and likelihood of success,
plans and objectives of management for future operations, and
future results of current and anticipated products. These
statements relate to future events or to our future financial
performance and involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward
looking statements. The words “anticipate,” “assume,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “objective,” “plan,” “potential,” “predict,”
“project,” “position,” “seek,” “should,” “target,” “will,” “would,”
or the negative of these terms or other similar expressions are
intended to identify forward looking statements, although not all
forward looking statements contain these identifying words.
These forward looking statements are based on current expectations,
estimates, forecasts and projections about our business and the
industry in which we operate, and management’s beliefs and
assumptions are not guarantees of future performance or development
and involve known and unknown risks, uncertainties and other
factors.
Factors that could cause actual results to differ
materially from our expectations expressed in this report include
those summarized under Risk Factors in our reports on Forms 10-Q
and 10-K and the other documents we file from time to time with the
Securities and Exchange Commission. Given these risks and
uncertainties, you should not place undue reliance on these forward
looking statements. Also, forward looking statements
represent management’s beliefs and assumptions only as of the date
of this press release. Except as required by law, we do not
intend, and undertake no obligation, to revise or update these
forward looking statements or to update the reasons actual results
could differ materially from those anticipated in these forward
looking statements, even if new information becomes available in
the future.
Further information:
Investors
Hershel Berry
Blueprint Life Science Group
+1 415-375-3340 Ext. 1
hberry@bplifescience.com
Company
Damian Lismore
CFO, Nexvet Biopharma plc
+61 417-351-272 (Aus.)
damian.lismore@nexvet.com
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